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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BOGEN COMMUNICATIONS INTERNATIONAL, INC.
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(Name of Issuer)
Common Stock, $0.001 Par Value Per Share
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(Title of Class of Securities)
097189-10-4
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(CUSIP Number)
Curtis Schenker
Scoggin Capital Management, L.P.
660 Madison Avenue
New York, NY 10021
(212) 355-7480
-with copies to-
Joseph F. Mazzella, Esq.
Lane Altman & Owens LLP
101 Federal Street
Boston, Massachusetts 02110
(617) 345-9800
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 26, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [x]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.) [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13-d(a) for other parties to whom copies are to be
sent.
*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).
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CUSIP No. 097189-10-4 PAGE 2 OF 11 PAGES
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Scoggin Capital Management, L.P.
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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 Source of Funds* WC
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5 Check Box if Disclosure of Legal Proceeding is Required Pursuant
to Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization
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7 Sole Voting Power 372,100
Number of --------------------------------------------------
Shares 8 Shared Voting Power 0
Beneficially
Owned by --------------------------------------------------
Each 9 Sole Dispositive Power 372,100
Reporting
Person With --------------------------------------------------
10 Shared Dispositive Power 0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 372,100
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
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13 Percent of Class Represented by Amount in Row (11) 15.0%
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14 Type of Reporting Person* PN
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SCHEDULE 13D
CUSIP No. 097189-10-4 PAGE 3 OF 11 PAGES
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Scoggin International Fund, Ltd.
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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 Source of Funds* WC
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5 Check Box if Disclosure of Legal Proceeding is Required Pursuant
to Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization Commonwealth of the Bahamas
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7 Sole Voting Power 139,538
Number of --------------------------------------------------
Shares 8 Shared Voting Power 0
Beneficially
Owned by --------------------------------------------------
Each 9 Sole Dispositive Power 139,538
Reporting
Person With --------------------------------------------------
10 Shared Dispositive Power 0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 139,538
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
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13 Percent of Class Represented by Amount in Row (11) 6.2%
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14 Type of Reporting Person* CO
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SCHEDULE 13D
CUSIP No. 097189-10-4 PAGE 4 OF 11 PAGES
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Carolyn Partners, L.P.
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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 Source of Funds* WC
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5 Check Box if Disclosure of Legal Proceeding is Required Pursuant
to Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization Delaware
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7 Sole Voting Power 46,513
Number of --------------------------------------------------
Shares 8 Shared Voting Power 0
Beneficially
Owned by --------------------------------------------------
Each 9 Sole Dispositive Power 46,513
Reporting
Person With --------------------------------------------------
10 Shared Dispositive Power 0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 46,513
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
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13 Percent of Class Represented by Amount in Row (11) 2.2%
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14 Type of Reporting Person* PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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CUSIP NO. 097189-10-4 PAGE 5 OF 11
ITEM 1. SECURITY AND ISSUER
Securities Acquired: Series A Convertible Preferred Stock, $0.001
par value per share ("Preferred Stock")
Issuer: Bogen Communications International, Inc.
Principal Executive Offices: 50 Spring Street
Ramsey, New Jersey 07446
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule is being filed jointly by the following reporting
persons (hereinafter sometimes collectively referred to as the "Reporting
Persons") pursuant to an Agreement of Joint Filing attached hereto as Exhibit A:
(i) Scoggin Capital Management, L.P. ("Scoggin Capital"), a Delaware
limited partnership.
(ii) Carolyn Partners, L.P. ("Carolyn Partners"), a Delaware limited
partnership.
(iii) Scoggin International Fund, Ltd. ("Scoggin International"), a
corporation of The Commonwealth of The Bahamas.
(b), (c) and (f) Each of the Reporting Persons has a business address of
600 Madison Avenue, New York, New York 10021.
Each of Scoggin Capital and Carolyn Partners is a privately owned
investment limited partnership which is in the business of purchasing, for
investment and trading purposes, securities and other financial instruments.
The general partner of Scoggin Capital is S&E Partners, L.P. ("S&E
Partners"), a limited partnership organized under the laws of Delaware. Scoggin,
Inc., a corporation organized under the laws of Delaware, is the sole general
partner of S&E Partners. Craig Effron and Curtis Schenker are President and
Treasurer of Scoggin, Inc., respectively, and each is a Director. Messrs. Effron
and Schenker each own 50% of the capital stock of Scoggin, Inc. S&E Partners is
engaged in the business engaged in by Scoggin Capital.
The sole general partner of Carolyn Partners is Curtis Schenker.
Scoggin International is a Bahamian corporation. Scoggin, Inc. is the
investment advisor of Scoggin International. Scoggin International is in the
business of purchasing, for investment and trading purposes, securities and
other financial instruments.
(d) No events have occurred which would be required to be reported under
the provisions of this Item.
(e) No events have occurred which would be required to be reported under
the provisions of this Item.
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CUSIP NO. 097189-10-4 PAGE 6 OF 11
ITEM 3. SOURCE AND AMOUNT OF FUNDS
The source of the funds used by Scoggin Capital to purchase Preferred
Stock was working capital. The approximate aggregate amount of funds used to
purchase such securities was $2,600,000. All such securities were acquired
directly from the Issuer in a privately negotiated transaction.
The source of funds used by Carolyn Partners to purchase Preferred Stock
on behalf was working capital. The approximate aggregate amount of funds used to
purchase such securities was $250,000. All such securities were acquired
directly from the Issuer in a privately negotiated transaction.
The source of funds used by Scoggin International to purchase Preferred
Stock was working capital. The approximate aggregate amount of funds used to
purchase such securities was $750,000. All such securities were acquired
directly from the Issuer in a privately negotiated transaction.
ITEM 4. PURPOSE OF THE TRANSACTION
The purpose of the transaction for each of the Reporting Persons is for
investment. Each Reporting Person may from time to time make additional
purchases of the Issuer's Common Stock, $.001 par value per share ("Common
Stock"), or other securities of the Company, and may dispose of any or all of
such securities or of the Issuer's Common Stock held by it into which the
Preferred Stock may be converted. Each of the Reporting Persons, along with
certain other persons, purchased the Preferred Stock pursuant to a Convertible
Preferred Stock Purchase Agreement described in Item 6 hereto.
Other than as described in Item 6 hereto, none of the Reporting Persons
has made any proposals to the Company which relates to, or could result in, any
of the matters referenced in paragraphs (b) through (j), inclusive, of Item 4 of
Schedule 13D. The Reporting Persons may, at any time and from time to time,
review or reconsider their positions with respect to the Issuer, and may change
their intentions as stated above. The Reporting Persons may separately or
together communicate with management and other shareholders of the Company with
respect to their investment in or interest in the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) (b) The beneficial ownership and voting and dispositive power of each
of the Reporting Persons over Preferred Stock of the Issuer as of the date
hereof is as follows:
(i) Scoggin Capital is the direct beneficial owner of 20,000 shares of
Preferred Stock which presently are convertible into 372,100 shares
which would represent 15.0% of the Common Stock of the Issuer.
(ii) Carolyn Partners is the direct beneficial owner of 2,500 shares of
Preferred Stock which presently are convertible into 46,513 shares
which would represent 2.2% of the Common Stock of the Issuer.
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CUSIP NO. 097189-10-4 PAGE 7 OF 11
(iii) Scoggin International is the direct beneficial owner of 7,500 shares
of Preferred Stock which presently are convertible into 139,538
shares which would represent 6.2% of the Common Stock of the Issuer.
The number of shares beneficially owned and the percentage of outstanding
shares represented thereby, for each of the Reporting Persons, have been
computed in accordance with Rule 13D-3 under the Securities Exchange Act of
1934, as amended. The percentages of ownership described above are based on the
2,103,126 shares of Common Stock reported outstanding by the Issuer prior to the
conversion of any Preferred Stock and reflects the Issuer's repurchase of
3,701,919 shares of Common Stock from Geotek Communications Inc. on November 26,
1997 and the sale of 46,295 shares of Common Stock on such date.
(c) Transactions in the class of Securities reported on herein effected
within the last sixty (60) days by Scoggin Capital are as follows. All such
transactions comprise privately negotiated purchases of Preferred Stock directly
from the Issuer unless otherwise indicated.
DATE NO. OF SHARES PRICE PER SHARE TOTAL
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11/26/97 20,000* $5.375 $2,000,000
*The foregoing 26,000 shares of Preferred Stock presently are convertible into
372,100 shares of the Issuer's Common Stock, $.001 par value per share.
Transactions in the class of Securities reported on herein effected
within the last sixty (60) days by Carolyn Partners are as follows. All such
transactions comprise privately negotiated purchases of Preferred Stock directly
from the Issuer unless otherwise indicated.
DATE NO. OF SHARES PRICE PER SHARE TOTAL
---- ------------- --------------- -----
11/26/97 2,500* $5.375 $250,000
*The foregoing 2,500 shares of Preferred Stock presently are convertible into
46,513 shares of the Issuer's Common Stock, $.001 par value per share.
Transactions in the class of Securities reported herein effected within
the last sixty (60) days by Scoggin International are as follows. All such
transactions comprise privately negotiated purchases of Preferred Stock directly
from the Issuer unless otherwise indicated.
DATE NO. OF SHARES PRICE PER SHARE TOTAL
---- ------------- --------------- -----
11/26/97 7,500* $5.375 $2,750,000
*The foregoing 7,500 shares of Preferred Stock presently are convertible into
139,538 shares of the Issuer's Common Stock, $.001 par value per share.
(d) Not Applicable.
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CUSIP NO. 097189-10-4 PAGE 8 OF 11
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS AND RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Each of the Reporting Persons together with unrelated other investors
(collectively, the "Investors") purchased the Preferred Stock pursuant to a
Convertible Preferred Stock Purchase Agreement dated November 26, 1997 (the
"Agreement"). Pursuant to the terms of the Agreement, the Issuer agreed to issue
to the Investors (including each of the Reporting Persons) an aggregate 200,000
shares of its Preferred Stock for an aggregate purchase price of $20,000,000.
Such Preferred Stock presently is convertible into an aggregate 3,721,000 shares
which would represent an aggregate of 63.9% of the Issuer's Common Stock after
conversion. The Agreement also provided for the resignation of certain of the
Issuer's former members of its Board of Directors and for the election of
Jeffrey Schwarz, Daniel Schwartz, Jon Guss and Michael Fleischer to the Issuer's
Board of Directors and to certain committees of the Board of Directors. Other
than their common actions and agreements with the Company, as set forth in the
Agreement entered into by each of the Investors, the Reporting Persons have no
other agreements or understandings with respect to the purchase or sale of
Preferred Stock or Common Stock, and the Reporting Persons disclaim the
existence of a group for any purpose.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A. Agreement of Joint Filing.
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CUSIP NO. 097189-10-4 PAGE 9 OF 11
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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
Scoggin Capital Management, L.P.
By: S&E Partners, L.P., its General Partner
By: Scoggin, Inc., its General Partner
By: /s/ Curtis Schenker
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Curtis Schenker, its Chief Executive Officer
Dated as of: December 5, 1997
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CUSIP NO. 097189-10-4 PAGE 10 OF 11
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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
Carolyn Partners, L.P.
By: /s/ Curtis Schenker
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Curtis Schenker, its General Partner
Dated as of: December 5, 1997
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CUSIP NO. 097189-10-4 PAGE 11 OF 11
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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
Scoggin International Fund, Ltd.
By: Scoggin, Inc., Its Investment Advisor
By: /s/ Curtis Schenker
--------------------------------------------
Curtis Schenker, its Chief Executive Officer
Dated as of: December 5, 1997
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EXHIBIT A
AGREEMENT OF JOINT FILING
BOGEN COMMUNICATIONS INTERNATIONAL, INC.
PREFERRED STOCK, $0.001 PAR VALUE PER SHARE
In accordance with Rule 13D-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby confirm the agreement by and among them
to the join filing on behalf of each of them of a Statement on Schedule 13D and
any and all amendments thereto, with respect to the above referenced securities
and that this Agreement be included as an Exhibit to such filing.
This Agreement may be executed in any number of counterparts each of which
shall be deemed to be an original and all of which together shall be deemed to
constitute one and the same Agreement.
WITNESS WHEREOF, the undersigned hereby execute this Agreement as of this
5th day of December, 1997.
Scoggin Capital Management, L.P.
By: S&E Partners, L.P., its General Partner
By: Scoggin, Inc., its General Partner
By: /s/ Curtis Schenker
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Curtis Schenker, its Chief Executive Officer
CAROLYN PARTNERS, L.P.
By: /s/ Curtis Schenker
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Curtis Schenker, its General Partner
SCOGGIN INTERNATIONAL FUND, LTD.
By: Scoggin, Inc., its Investment Advisor
By: /s/ Curtis Schenker
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Curtis Schenker, its Chief Executive Officer
