<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
Robotic Vision Systems, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
771074-10-1
------------------------------
(CUSIP Number)
February 19, 1999
-------------------------------------------------------
Date of Event Which Requires Filing of the 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).
Page 1 of 21 Pages
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--------------------- ------------------
CUSIP No. 771074-10-1 13G Page 2 of 21 Pages
--------------------- ------------------
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON
Name Citadel Limited Partnership
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois Limited Partnership
U.S.A.
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5.
0
-----------------------------------------------------------
SHARED VOTING POWER
NUMBER OF 6.
SHARES 7,000 Prepaid Common Stock Purchase Warrants
BENEFICIALLY (exercisable into 1,741,294 Shares of Common Stock)*
OWNED BY 376,923 Incentive Stock Purchase Warrants (exercisable
EACH into 376,923 Shares of Common Stock)
REPORTING -----------------------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 7.
0
-----------------------------------------------------------
SHARED DISPOSITIVE POWER
8.
See Item 6 above.
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9.
See Item 6 above.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
10.
CERTAIN SHARES* [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.
Up to 7.9% as of the date of filing of this statement. Based on 24,875,913
Shares of Common Stock issued and outstanding as of February 18, 1999,
plus the Common Stock issuable upon the exercise of the warrants referred
to in item 6 above.)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12.
PN; HC
- ------------------------------------------------------------------------------
*Prepaid Common Stock Warrants also accrue premiums, payable in cash or common
stock, at the discretion of the Issuer.
Page 2 of 21 Pages
<PAGE>
- --------------------------------------------------------------------------------
- ------------------------ ----------------------
CUSIP NO. 771074-10-1 13G Page 3 of 21 Pages
- ------------------------ ----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1. S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON
Name GLB Partners. L.P.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2. (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3.
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4. Delaware Limited Partnership
U.S.A.
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5. 0
-----------------------------------------------------------
NUMBER OF SHARED VOTING POWER
SHARES 6. 7,000 Prepaid Common Stock Purchase Warrants
BENEFICIALLY (exercisable into 1,741,294 Shares of Common Stock)*
OWNED BY 376,923 Incentive Stock Purchase Warrants
EACH (exercisable into 376,923 Shares of Common Stock)
REPORTING -----------------------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 7. 0
-----------------------------------------------------------
SHARED DISPOSITIVE POWER
8. See Item 6 above.
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9. See Item 6 above.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
10. CERTAIN SHARES*
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11. Up to 7.9% as of the date of filing of this statement.
(Based on 24,875,913 Shares of Common Stock issued and outstanding as of
February 18, 1999, plus the Common Stock issuable upon the exercise of
the warrants referred to in item 6 above.)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12. PN;HC
- ------------------------------------------------------------------------------
*Prepaid Common Stock Warrants also accrue premiums, payable in cash or
common stock, at the discretion of the Issuer.
Page 3 of 21 Pages
<PAGE>
CUSIP NO. 771074-10-1 13G 4 OF 21 PAGES
- -------------------------- -----------------
===============================================================================
NAMES OF REPORTING PERSONS.
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Name Citadel Investment Group, L.L.C.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
a (b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delaware Limited Liability Company
U.S.A.
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
7,000 Prepaid Common Stock Purchase Warrants
OWNED BY (exercisable into 1,741,294 Shares of Common
Stock)/*/ 376,923 Incentive Stock Purchase
EACH Warrants (exercisable into 376,923 Shares of Common
Stock)
REPORTING -----------------------------------------------------------
SOLE DISPOSITIVE POWER
PERSON 7
WITH 0
-----------------------------------------------------------
SHARED DISPOSITIVE POWER
8
See Item 6 above.
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
See Item 6 above.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 (SEE INSTRUCTIONS)
[_]
CERTAIN SHARES*
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
Up to 7.9% as of the date of filing of this statement. (Based on
24,875,913 Shares of Common Stock issued and outstanding as of February
18, 1999, plus the Common Stock issuable upon the exercise of the warrants
referred to in Item 6 above.)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12
OO; HC
- ------------------------------------------------------------------------------
* Prepaid Common Stock Warrants also accrue premiums, payable in cash or common
stock, at the discretion of the Issuer.
Page 4 of 21 Pages
<PAGE>
CUSIP NO. 771074-10-1 13G PAGE 5 OF 21 PAGES
- -------------------------- -----------------
===============================================================================
NAME OF REPORTING PERSON.
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Name Kenneth Griffin
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
U.S. Citizen
U.S.A.
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
7,000 Prepaid Common Stock Purchase Warrants
OWNED BY (exercisable into
1,741,294 Shares of Common Stock)/*/
EACH 376,923 Incentive Stock Purchase Warrants
(exercisable into 376,923 Shares of Common Stock)
REPORTING -----------------------------------------------------------
SOLE DISPOSITIVE POWER
PERSON 7
WITH 0
-----------------------------------------------------------
SHARED DISPOSITIVE POWER
8
See Item 6 above.
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
See Item 6 above.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 (SEE INSTRUCTIONS)
[_]
CERTAIN SHARES*
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
Up to 7.9% as of the date of filing of this statement. (Based on
24,875,913 Shares of Common Stock issued and outstanding as of February
18, 1999, plus the Common Stock issuable upon the exercise of the warrants
referred to in Item 6 above.)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
IN
- ------------------------------------------------------------------------------
/*/Prepaid Common Stock Warrants also accrued premiums, payable in cash or
common stock, at the discretion of the Issuer.
Page 5 of 21 Pages
<PAGE>
CUSIP NO. 771074-10-1 13G PAGE 6 OF 21 Pages
- ------------------------------------------------------------------------------
NAMES OF REPORTING PERSON
1. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Name Wellington Partners Limited Partnership
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2. (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3.
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4.
Illinois Limited Partnership
U.S.A
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5.
0
NUMBER OF
-----------------------------------------------------------
SHARES SHARED VOTING POWER
6.
BENEFICIALLY 2,450 Prepaid Common Stock Purchase Warrants
(exercisable into 609,453 Shares of Common Stock)*/
OWNED BY -
131,923 Incentive Stock Purchase Warrants (exercisable
EACH into 131,923 Shares of Common Stock)
-----------------------------------------------------------
REPORTING SOLE DISPOSITIVE POWER
7.
PERSON 0
WITH -----------------------------------------------------------
SHARED DISPOSITIVE POWER
8. See Item 6 above.
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9.
See Item 6 above.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10.
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.
Up to 2.9% as of the date of filing of this statement. (Based on
24,875,913 Shares of Common Stock issued and outstanding as of February
18, 1999, plus the Common Stock issuable upon the exercise of the warrants
referred to in item 6 above.)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12.
PN;HC
- ------------------------------------------------------------------------------
*/
- -Prepaid Common Stock Warrants also accrue premiums, payable in cash or common
stock, at the discretion of the Issuer.
Page 6 of 21 Pages
<PAGE>
CUSIP NO. 771074-10-1 13G Page 7 of 21 Pages
- ------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS.
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Name Wingate Capital Ltd.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Cayman Islands Company
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6 2,450 Prepaid Common Stock Purchase Warrants
(exercisable into 609,453 Shares of Common Stock)*/
OWNED BY -
131,923 Incentives Stock Purchase Warrants
(exercisable into 131,923 Shares of Common Stock)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
See Item 6 above.
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
See Item 6 above.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 (SEE INSTRUCTIONS)
[_]
CERTAIN SHARES*
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
Up to 2.9% as of the date of filing of this statement. (Based on
24,875,913 Shares of Common Stock issued and outstanding as of February
18, 1999, plus the Common Stock issuable upon the exercise of the warrants
referred to in item 6 above.)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12
CO
- ------------------------------------------------------------------------------
*/Prepaid Common Stock Warrants also accrue premiums, payable in cash or common
- - stock, at the discretion of the Issuer.
Page 7 of 21 Pages
<PAGE>
- ------------------------------------------------------------------------------
- -------------------------- -----------------------
CUSIP NO. 771074-10-1 13G Page 8 of 21 Pages
- -------------------------- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1. S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON
Name Kensington Global Strategies Fund, Ltd.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2. (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda Company
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5.
0
-----------------------------------------------------------
NUMBER OF SHARED VOTING POWER
SHARES 6. 4,550 Prepaid Common Stock Purchase Warrants
BENEFICIALLY (exercisable into 1,131,841 Shares of Common Stock)*
OWNED BY 245,000 Incentive Stock Purchase Warrants
EACH (exercisable into 245,000 Shares of Common Stock)
REPORTING -----------------------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 7. 0
-----------------------------------------------------------
SHARED DISPOSITIVE POWER
8. See Item 6 above.
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9. See Item 6 above.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
10. CERTAIN SHARES* [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11. Up to 5.3% as of the date of filing of this statement. (Based on
24,875,913 Shares of Common Stock issued and outstanding as of
February 18, 1999, plus the Common Stock issuable upon the exercise of
the warrants referred to in item 6 above.)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12. CO
- ------------------------------------------------------------------------------
*Prepaid Common Stock Warrants also accrue premiums, payable in cash or
common stock, at the discretion of the Issuer.
Page 8 of 21 Pages
<PAGE>
CUSIP NO. 771074-10-1 13G Page 9 of 21 Pages
- ------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS.
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Name Fisher Capital Ltd.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Cayman Islands Company
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
4,550 Prepaid Common Stock Purchase Warrants
(exercisable into 1,131,841 Shares of Common Stock)*
OWNED BY -
245,000 Incentive Stock Purchase Warrants (exercisable
into 245,000 Shares of Common Stock)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
See Item 6 above.
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
See Item 6 above.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 (SEE INSTRUCTIONS)
[_]
CERTAIN SHARES*
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
Up TO 5.3% as of the date of filing of this statement. (Based on
24,875,913 Shares of Common Stock issued and outstanding as of February
18, 1999, plus the Common Stock issuable upon the exercise of the warrants
referred to in item 6 above.)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12
CO
- ------------------------------------------------------------------------------
*/Prepaid Common Stock Warrants also accrue premiums, payable in cash or common
- - stock, at the discretion of the Issuer.
Page 9 of 21 Pages
<PAGE>
CUSIP No. 771074-10-1 13G Page 10 of 21 Pages
SCHEDULE 13G
------------
Item 1(a) Name of Issuer: Robotic Vision Systems, Inc.
1(b) Address of Issuer's Principal Executive Offices:
425 Rabro Drive East
Hauppauge, NY 11788
Item 2(a) Name of Person Filing
Item 2(b) Address of Principal Business Office
Item 2(c) Citizenship
Citadel Limited Partnership
225 W. Washington
9th Floor
Chicago, Illinois 60604
Illinois Limited Partnership
GLB Partners, L.P.
225 W. Washington
9th Floor
Chicago, Illinois 60604
Delaware Limited Partnership
Citadel Investment Group, L.L.C.
225 W. Washington
9th Floor
Chicago, Illinois 60604
Delaware Limited Liability Company
Kenneth Griffin
225 W. Washington
9th Floor
Chicago, Illinois 60604
U.S. Citizen
Page 10 of 21 Pages
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CUSIP No. 771074-10-1 13G Page 11 of 21 Pages
Wellington Partners Limited Partnership
c/o Citadel Investment Group, L.L.C.
225 W. Washington
9th Floor
Chicago, Illinois 60604
Illinois limited partnership
Wingate Capital Ltd.
c/o Citadel Investment Group, L.L.C.
225 W. Washington
9th Floor
Chicago, Illinois 60604
Cayman Islands company
Kensington Global Strategies Fund, Ltd.
c/o Citadel Investment Group, L.L.C.
225 W. Washington
9th Floor
Chicago, Illinois 60604
Bermuda company
Fisher Capital Ltd.
c/o Citadel Investment Group, L.L.C.
225 W. Washington
9th Floor
Chicago, Illinois 60604
Cayman Islands company
2(d) Title of Class of Securities:
Common Stock, par value $0.01 per share
2(e) CUSIP Number: 771074-10-1
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b):
Not applicable.
Item 4 Ownership:
Page 11 of 21 Pages
<PAGE>
CUSIP No. 771074-10-1 13G Page 12 of 21 Pages
CITADEL LIMITED PARTNERSHIP
(a) Amount beneficially owned:
7,000 Prepaid Common Stock Purchase Warrants (exercisable into 1,741,294 Shares
of Common Stock)**
376,923 Incentive Stock Purchase Warrants (exercisable into 376,923 Shares of
Common Stock)
(b) Percent of Class:
Up to 7.9% as of the date of filing of this statement. (Based on 24,875,913
Shares of Common Stock issued and outstanding as of February 18, 1999, plus the
Common Stock issuable upon the exercise of the warrants referred to in item (a)
above.)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
See item (a) above.
(iii) sole power to dispose or to direct the disposition of:
0
(iv) shared power to dispose or to direct the disposition of:
See item (a) above.
GLB PARTNERS, L.P.
(a) Amount beneficially owned:
7,000 Prepaid Common Stock Purchase Warrants (exercisable into 1,741,294 Shares
of Common Stock)**
376,923 Incentive Stock Purchase Warrants (exercisable into 376,923 Shares of
Common Stock)
Page 12 of 21 Pages
<PAGE>
CUSIP No. 771074-10-1 13G Page 13 of 21 Pages
(b) Percent of Class:
Up to 7.9% as of the date of filing of this statement. (Based on 24,875,913
Shares of Common Stock issued and outstanding as of February 18, 1999, plus the
Common Stock issuable upon the exercise of the warrants referred to in item (a)
above.)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
See item (a) above.
(iii) sole power to dispose or to direct the disposition of:
0
(iv) shared power to dispose or to direct the disposition of:
See item (a) above.
CITADEL INVESTMENT GROUP, L.L.C.
(a) Amount beneficially owned:
7,000 Prepaid Common Stock Purchase Warrants (exercisable into 1,741,294 Shares
of Common Stock)**
376,923 Incentive Stock Purchase Warrants (exercisable into 376,923 Shares of
Common Stock)
(b) Percent of Class:
Up to 7.9% as of the date of filing of this statement. (Based on 24,875,913
Shares of Common Stock issued and outstanding as of February 18, 1999, plus the
Common Stock issuable upon the exercise of the warrants referred to in item (a)
above.)
Page 13 of 21 Pages
<PAGE>
Cusip No. 771074-10-1 13G Page 14 of 21 Pages
(c) number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
See item (a) above.
(iii) sole power to dispose or to direct the disposition of:
0
(iv) shared power to dispose or to direct the disposition of:
See item (a) above.
KENNETH GRIFFIN
(a) Amount beneficially owned:
7,000 Prepaid Common Stock Purchase Warrants (exercisable into 1,741,294 Shares
of Common Stock)**
376,923 Incentive Stock Purchase Warrants (exercisable into 376,923 Shares of
Common Stock)
(b) Percent of Class:
Up to 7.9% as of the date of filing of this statement. (Based on 24,875,913
Shares of Common Stock issued and outstanding as of February 18, 1999, plus the
Common Stock issuable upon the exercise of the warrants referred to in item (a)
above.)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
See item (a) above.
Page 14 of 21 Pages
<PAGE>
Cusip No. 771074-10-1 13G Page 15 of 21 Pages
(iii) sole power to dispose or to direct the disposition of:
0
(iv) shared power to dispose or to direct the disposition of:
See item (a) above.
WELLINGTON PARTNERS LIMITED PARTNERSHIP
(a) Amount beneficially owned:
2,450 Prepaid Common Stock Purchase Warrants (exercisable into 609,453 Shares of
Common Stock)**
131,923 Incentive Stock Purchase Warrants (exercisable into 131,923 Shares of
Common Stock)
(b) Percent of Class:
Up to 2.9% as of the date of filing of this statement. (Based on 24,875,913
Shares of Common Stock issued and outstanding as of February 18, 1999, plus the
Common Stock issuable upon the exercise of the warrants referred to in item (a)
above.)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
See item (a) above.
(iii) sole power to dispose or to direct the disposition of:
0
(iv) shared power to dispose or to direct the disposition of:
See item (a) above.
Page 15 of 21 Pages
<PAGE>
Cusip No. 771074-10-1 13G Page 16 of 21 Pages
WINGATE CAPITAL LTD.
(a) Amount beneficially owned:
2,450 Prepaid Common Stock Purchase Warrants (exercisable into 609,453 Shares of
Common Stock)**
131,923 Incentive Stock Purchase Warrants (exercisable into 131,923 Shares of
Common Stock)
(b) Percent of Class:
Up to 2.9% as of the date of filing of this statement. (Based on 24,875,913
Shares of Common Stock issued and outstanding as of February 18, 1999, plus the
Common Stock issuable upon the exercise of the warrants referred to in item (a)
above.)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
See item (a) above.
(iii) sole power to dispose or to direct the disposition of:
0
(iv) shared power to dispose or to direct the disposition of:
See item (a) above.
KENSINGTON GLOBAL STRATEGIES FUND, LTD.
(a) Amount beneficially owned:
4,550 Prepaid Common Stock Purchase Warrants (exercisable into 1,131,841 Shares
of Common Stock)**
245,000 Incentive Stock Purchase Warrants (exercisable into 245,000 Shares of
Common Stock)
Page 16 of 21 Pages
<PAGE>
Cusip No. 771074-10-1 13G Page 17 of 21 Pages
(b) Percent of Class:
Up to 5.3% as of the date of filing of this statement. (Based on 24,875,913
Shares of Common Stock issued and outstanding as of February 18, 1999, plus the
Common Stock issuable upon the exercise of the warrants referred to in item (a)
above.)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
See item (a) above.
(iii) sole power to dispose or to direct the disposition of:
0
(iv) shared power to dispose or to direct the disposition of:
See item (a) above.
FISHER CAPITAL LTD.
(a) Amount beneficially owned:
4,550 Prepaid Common Stock Purchase Warrants (exercisable into 1,131,841 Shares
of Common Stock)**
245,000 Incentive Stock Purchase Warrants (exercisable into 245,000 Shares of
Common Stock)
(b) Percent of Class:
Up to 5.3% as of the date of filing of this statement. (Based on 24,875,913
Shares of Common Stock issued and outstanding as of February 18, 1999, plus the
Common Stock issuable upon the exercise of the warrants referred to in item (a)
above.)
Page 17 of 21 Pages
<PAGE>
Cusip No. 771074-10-1 13G Page 18 of 21 Pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
See item (a) above.
(iii) sole power to dispose or to direct the disposition of:
0
(iv) shared power to dispose or to direct the disposition of:
See item (a) above.
/**/ Prepaid Common Stock Purchase Warrants accrue premiums payable in cash
or Common Stock, at the discretion of the Issuer. Certain securities reported
herein are securities which the holders of such securities may acquire in the
future through the exercise of Warrants for which they paid, in the aggregate,
$7,000,000 ("Stated Value") as of February 19, 1999 ("Closing Date").
As of any date after August 19, 1999 ("Exercise Date"), subject to the
limitations described below, all or a portion of the Prepaid Common Stock
Purchase Warrants may be exercised into a number of shares of Common Stock
determined by dividing the Stated Value of such securities (plus, in the
Issuer's discretion, an amount equal to any accrued but unpaid premiums due with
respect to such securities) by the applicable exercise price ("Exercise Price").
The Exercise Price is equal to the lesser of (i) $4.02 ("Fixed Exercise Price")
and (ii) 95% of the average of the three lowest closing bid prices (as reported
on the Nasdaq National Market System) in the twenty consecutive trading day
period ending on the trading day immediately preceding the Exercise Date
("Market Price"). As a result, if the Market Price is less than the Fixed
Exercise Price, the Exercise Price will fluctuate depending upon the closing bid
price of the Issuer's Common Stock. As a consequence, the number of shares of
Common Stock into which the Prepaid Common Stock Purchase Warrants may be
exercised, and consequently the number of shares of such securities which the
holders of such securities may be deemed to beneficially own, may fluctuate on a
daily basis based solely on the Common Stock's market price and without any
action taken by the holders of such securities.
In addition, the Incentive Stock Purchase Warrants may be exercised by the
Reporting Persons into an equal number of shares of Common Stock at a fixed
price of $4.02 per share at any time prior to February 19, 2004.
Page 18 of 21 Pages
<PAGE>
Cusip No. 771074-10-1 13G Page 19 of 21 Pages
None of the holders of the warrants reported herein may exercise such
securities to the extent that, after giving effect to such exercise, through
exercise of the warrants or otherwise, such holder (together with such holder's
affiliates) would have acquired beneficial ownership of (as defined in Rule 13d-
3, but excluding warrants other than that with respect to which such
determination is made) a number of shares which, when added to the number of
shares of Common Stock beneficially owned (as defined in Rule 13d-3, but
excluding warrants other than that with respect to which such determination is
made) at the beginning of the 60-day period ending on and including the date of
such exercise, is in excess of 10.00% of the outstanding shares of the Issuer's
Common Stock following such exercise during the 60-day period ending on and
including such exercise date. Accordingly, the holders of such securities cannot
be "beneficial owners" of more than 10.00% of the securities of Issuer within
the meaning of Rule 13d-3 to the extent that the prohibitions in the foregoing
sentence apply, and this Schedule shall not be construed as an admission that
such holders of the securities reported herein are "beneficial owners" to such
extent.
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable.
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:
See Item 2 above.
Item 8 Identification and Classification of Members of the Group:
Not Applicable.
Item 9 Notice of Dissolution of Group:
Not Applicable.
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 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.
Page 19 of 21 Pages
<PAGE>
CUSIP No. 72583K-10-9 13G Page 20 of 21 Pages
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated this 1st day of March, 1999 /s/ Kenneth Griffin
----------------------
Kenneth Griffin
CITADEL LIMITED PARTNERSHIP CITADEL INVESTMENT GROUP, L.L.C.
By: GLB Partners, L.P., By: /s/ Kenneth Griffin
-------------------------------
its General Partner Kenneth Griffin, President
By: Citadel Investment Group, L.L.C.,
its General Partner
By: /s/ Kenneth Griffin
-------------------
Kenneth Griffin, President
GLB PARTNERS, L.P. WINGATE CAPITAL LTD.
By: Citadel Investment Group, L.L.C., By: Citadel Limited Partnership,
its General Partner its Trading Manager
By: /s/ Kenneth Griffin By: GLB Partners, L.P.,
------------------- its General Partner
Kenneth Griffin, President
By: Citadel Investment Group, L.L.C.,
its General Partner
By: /s/ Kenneth Griffin
Kenneth Griffin, President
WELLINGTON PARTNERS LIMITED FISHER CAPITAL LTD.
PARTNERSHIP
By: Citadel Limited Partnership, By: Citadel Limited Partnership,
its General Partner its Trading Manager
By: GLB Partners, L.P., By: GLB Partners, L.P.,
its General Partner its General Partner
By: Citadel Investment Group, L.L.C., By: Citadel Investment Group, L.L.C.,
its General Partner its General Partner
By: /s/ Kenneth Griffin By: /s/ Kenneth Griffin
--------------------------------- -----------------------------
Kenneth Griffin, President Kenneth Griffin, President
Page 20 of 21 Pages
<PAGE>
CUSIP NO. 72583K-10-9 13G PAGE 21 OF 21 PAGES
- ------------------------- -----------------------
KENSINGTON GLOBAL STRATEGIES
FUND, LTD.
By: Citadel Limited Partnership,
its Trading Manager
By: GLB Partners, L.P.,
its General Partner
By: Citadel Investment Group, L.L.C.,
its General Partner
By: /s/ Kenneth Griffin
-------------------------------
Kenneth Griffin, President
Page 21 of 21 Pages
