UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _________)1
Bogen Communications International,Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
097189-10-4
(CUSIP Number)
Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications:
Howard Feitelberg,
Highbridge Capital Corporation,
The Residence, Unit #2, South Church Street,
Grand Cayman, Cayman Islands,
British West Indies,
Tel: (345) 945-1400
Date of Event which Requires Filing of this Statement: November 26, 1997
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 this statement.
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).
(Continued on following pages)
SEC 1746 (12/91)
097189-10-4
(CUSIP No.)
1. NAME OF REPORTING PERSON
SS or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Highbridge Capital Corporation - not applicable
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
3.SEC USE ONLY
4.SOURCE OF FUNDS* Highbridge Capital Corporation - WC
5.CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e).
6.CITIZENSHIP OR PLACE OF ORGANIZATION:
Highbridge Capital Corporation - Cayman Islands, British West Indies
7.NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE VOTING POWER: 0*
SHARED VOTING POWER: 0*
SOLE DISPOSITIVE POWER: 0*
SHARED DISPOSITIVE POWER: 0*
8.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: *688,385
9.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[]
10.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.66%
11. TYPE OF REPORTING PERSON:
Highbridge Capital Corporation - BD
* Represents shares of common stock into which 37,000 shares of non-voting
convertible preferred stock beneficially owned by the Reporting Persons are
convertible.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _________)1
Bogen Communications International,Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
097189-10-4
(CUSIP Number)
Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications:
Ronald S. Resnick,
Highbridge Capital Management, Inc.
767 Fifth Avenue, 23rd Floor,
New York, New York 10153
Tel: (212) 751-4510
Date of Event which Requires Filing of this Statement: November 26, 1997
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 this statement:
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 ofsuch class) (See Rule 13d-7).
(Continued on following pages)
SEC 1746 (12/91)
CUSIP No. 097189-10-4
1.NAME OF REPORTING PERSON
SS or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Highbridge Capital Management, Inc. - 13-3530951
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
3.SEC USE ONLY
4.SOURCE OF FUNDS*
Highbridge Capital Management, Inc. - not applicable
5.CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e).
6.CITIZENSHIP OR PLACE OF ORGANIZATION:
Highbridge Capital Management, Inc. - State of Delaware
7.NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE VOTING POWER:0*
SHARED VOTING POWER:0*
SOLE DISPOSITIVE POWER:0*
SHARED DISPOSITIVE POWER:0*
8.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:*688,385
9.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
10.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.66%
11.TYPE OF REPORTING PERSON:
Highbridge Capital Management, Inc. - CO
* Represents shares of common stock into which 37,000 shares of non-voting
convertible preferred stock beneficially owned by the Reporting Persons are
convertible.
Introduction:
This statement is filed by Highbridge Capital Corporation ("HCC") and
Highbridge Capital Management, Inc. ("HCM") (HCC and HCM are sometimes
referred to herein collectively as the "Reporting Persons") to report the
acquisition by HCC of 37,000 shares of convertible preferred stock (the
"Preferred Stock") of Bogen Communications International, Inc.
(the "Issuer") which is convertible into 688,385 shares of the Issuer's
common stock. HCM is the trading manager of HCC. The Preferred Stock
carries a payment-in kind dividend that will increase the number of common
shares into which the Preferred Stock my be converted.
Item 1.
Security and Issuer
The title of the class of equity securities to which this statement
relates is:
Bogen Communications International, Inc. common stock
The name and address of the principal executive and business office of the
Issuer is:
50 Spring Street, Ramsey, NJ 07446
Item 2.
Identity and Background
(a)Highbridge Capital Corporation
(organized in the Cayman Islands; principal business is engaging
in arbitrage and absolute return investment strategies in the
global equity and corporate debt securities markets)
Highbridge Capital Management, Inc.
(organized in the state of Delaware; principal business is acting
as trading manager of Highbridge Capital Corporation)
Glenn R. Dubin
Henry Swieca
Howard Feitelberg
Mario Benbassat
Bernard Loze
Julio Mario Santo Domingo
(b)Highbridge Capital Corporation:
The Residence, Unit #2, South Church Street,
Grand Cayman, Cayman Islands, British West Indies
Highbridge Capital Management, Inc.:
767 Fifth Avenue, 23rd Floor, New York, NY 10153
Glenn R. Dubin: 767 Fifth Avenue, 23rd Floor, New York, NY 10153
Henry Swieca: 767 Fifth Avenue, 23rd Floor, New York, NY 10153
Howard Feitelberg: The Residence, Unit #2, South Church Street,
Grand Cayman, Cayman Islands, British West Indies
Mario Benbassat: 6, Place Camoletti, 1207 Geneva, Switzerland
Bernard Loze: Loze Associates, 43, Avenue Marceau, 75116 Paris, France
Julio Mario Santo Domingo: Alpha Asset Management, 9 place du bourg
de four, Geneva CH-1204, Switzerland
(c) Glenn R. Dubin: Co-Chairman - Highbridge Capital Management, Inc.
767 Fifth Avenue, New York, NY 10153
Co-Chairman - Dubin & Swieca Companies
767 Fifth Avenue, New York, NY 10153
Director - Highbridge Capital Corporation
The Residence, Unit #2, South Church Street,
Grand Cayman, Cayman Islands, British West Indies
Henry Swieca: Co-Chairman - Highbridge Capital Management, Inc.
767 Fifth Avenue, New York, NY 10153
Co-Chairman - Dubin & Swieca Companies
767 Fifth Avenue, New York, NY 10153
Director - Highbridge Capital Corporation
The Residence, Unit #2, South Church Street,
Grand Cayman, Cayman Islands, British West Indies
Howard Feitelberg:Controller - Highbridge Capital Corporation
The Residence, Unit #2, South Church Street,
Grand Cayman, Cayman Islands, British West Indies
Director - Highbridge Capital Corporation
The Residence, Unit #2, South Church Street,
Grand Cayman, Cayman Islands, British West Indies
Mario Benbassat: General/Managing
Director - Genevalor, Benbassat & Cie
6, Place Camoletti, 1207 Geneva, Switzerland
Director - Highbridge Capital Corporation
The Residence, Unit #2, South Church Street,
Grand Cayman, Cayman Islands, British West Indies
Bernard Loze: Chairman - Loze & Associates
43, Avenue Marceau, 75116 Paris, France
Director - Highbridge Capital Corporation
The Residence, Unit #2, South Church Street,
Grand Cayman, Cayman Islands, British West Indies
Julio Mario Santo Domingo President - Alpha Asset Management, S.A.
9, place du bourg de four, Geneva CH-1204, Switzerland
Director - Highbridge Capital Corporation
The Residence, Unit #2, South Church Street,
Grand Cayman, Cayman Islands, British West Indies
(d)-(e)
Neither the Reporting Persons nor any of the persons enumerated in
General Instruction C has, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors). Neither the Reporting Persons nor any of the persons
enumerated in General Instruction C has, during the last five years,
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction which resulted in a judgment, decree or
final order enjoining future violations of, or prohibing or mandating
activities subject to, federal or state securities laws or finding any
violations with respect to such laws.
(f) Citizenship
Glenn R. Dubin United States
Henry Swieca United States
Howard Feitelberg Canada
Mario Benbassat Switzerland
Bernard Loze France
Julio Mario Santo Domingo Columbia and Brazil
Item 3. Source and Amount of Funds or Other Consideration
The funds for the purchase of the Preferred Stock came from the working
capital of Highbridge International LDC ("HILDC"), a wholly owned subsidiary
of Highbridge Capital Corporation, which purchased $3,700,000 of the
Preferred Stock.
Item 4. Purpose of Transaction
The Preferred Stock was acquired for investment purposes. The Reporting
Persons have no plans or proposals that relate to the events stated in (a)
through (j) in Item 4 of Schedule 13D. The Reporting Persons reserve the
right in the future to communicate with management, other shareholders of
the Issuer and other parties regarding methods of enhancing shareholder value.
Item 5. Interest in Securities of the Issuer
As of the date hereof, the Reporting Persons are deemed to be the beneficial
owners of 688,385 shares of common stock of the Issuer. As of November 26,
1997, there were 2,791,611 shares of common stock outstanding. Therefore,
Reporting Persons may be deemed to beneficially own 24.66% of the outstanding
shares of common stock of the Issuer.
The Reporting Persons are deemed to have shared power to vote or to direct
the vote of, and are deemed to shared power to dispose or to direct the
disposition of, on all 688,385 shares of common stock of the Issuer into
which the Preferred Stock is convertible.
Highbridge International LDC purchased 37,000 shares of the Preferred Stock
of the Issuer from the Issuer for $3,700,000 on November 26, 1997.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
HILDC together with unrelated other investors (collectively, the "Investors")
purchased the Preferred Stock from the Issuer pursuant to a convertible
Preferred Stock Purchase Agreement dated November 26, 1997. Pursuant to the
terms of the Agreement, the Issuer agreed to issue to the Investors
(including HILDC) an aggregate 200,000 shares of its Preferred Stock for an
aggregate purchase price of US$20,000,000. Such Preferred Stock presently is
convertible into an aggregate 3,721,000 shares representing an aggregate
of 63.89% of the Issuer's Common Stock on a fully diluted basis.
Item 7. Material to Be Filed as Exhibits
None
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.
Highbridge Capital Corporation
/s/ Howard Feitelberg
By:_________________________________
Howard Feitelberg, Controller
December 3, 1997
Date________________________________
Highbridge Capital Management, Inc.
/s/ Ronald S. Resnick
By:________________________________
Ronald S. Resnick, Managing Director
December 3, 1997
Date_______________________________
