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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Information Statement pursuant to
Rule 13d-1 and 13d-2
DiaSys Corporation
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
(Title of Class of Securities)
25283810-7
(CUSIP Number)
February 7, 2000
(Date of event which requires filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[x] Rule 13d-1(c)
(Continued on following pages)
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Page 2 of 17
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BH Capital Investments, L.P.
None
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Ontario, Canada
5. SOLE VOTING POWER
None.
NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 123,762 shares
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH None.
8. SHARED DISPOSITIVE POWER
123,762 shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
123,762 shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.1%
12. TYPE OF REPORTING PERSON
PN
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Page 3 of 17
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H.B. and Co., Inc.
None
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Ontario, Canada
5. SOLE VOTING POWER
None.
NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 123,762 shares
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH None.
8. SHARED DISPOSITIVE POWER
123,762 shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
123,762 shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.1%
12. TYPE OF REPORTING PERSON
CO
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Henry Brachfeld
None
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
5. SOLE VOTING POWER
None.
NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 123,762 shares
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH None.
8. SHARED DISPOSITIVE POWER
123,762 shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
123,762 shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.1%
12. TYPE OF REPORTING PERSON
IN
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Page 5 of 17
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Excalibur Limited Partnership
None
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Ontario, Canada
5. SOLE VOTING POWER
None.
NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 123,762 shares
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH None.
8. SHARED DISPOSITIVE POWER
123,762 shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
123,762 shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.1%
12. TYPE OF REPORTING PERSON
PN
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Page 6 of 17
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Excalibur Capital Management, Inc.
None
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Ontario, Canada
5. SOLE VOTING POWER
None.
NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 123,762 shares
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH None.
8. SHARED DISPOSITIVE POWER
123,762 shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
123,762 shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.1%
12. TYPE OF REPORTING PERSON
CO
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Page 7 of 17
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William S. Hechter
None
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Ontario, Canada
5. SOLE VOTING POWER
None.
NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 123,762 shares
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH None.
8. SHARED DISPOSITIVE POWER
123,762 shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
123,762 shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.1%
12. TYPE OF REPORTING PERSON
IN
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Page 8 of 17
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lilian Brachfeld
None
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Ontario, Canada
5. SOLE VOTING POWER
None.
NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY None.
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH None.
8. SHARED DISPOSITIVE POWER
None.
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None.
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
12. TYPE OF REPORTING PERSON
IN
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ITEM 1(a). NAME OF ISSUER.
DiaSys Corporation (the "Issuer")
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
49 Leavenworth Street
Waterbury, Connecticut 06702
ITEM 2(a). NAMES OF PERSONS FILING.
BH Capital Investments, L.P. ("BHCI")
H.B. and Co., Inc. ("HBCI")
Henry Brachfeld ("Mr. Brachfeld")
Excalibur Limited Partnership ("ELP")
Excalibur Capital Management, Inc. ("ECMI")
William S. Hechter ("Mr. Hechter")
Lilian Brachfeld ("Mrs. Brachfeld")
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE.
The address of the principal business office of BHCI, HBCI,
Mr. Brachfeld and Mrs. Brachfeld is:
175 Bloor Street East
South Tower, 7th Floor
Toronto, Ontario M4W 3R8
Canada
The address of the principal business office of ELP, ECMI
and Mr. Hechter is:
33 Prince Arthur Avenue
Toronto, Ontario M5R 1B2
Canada
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ITEM 2(c). CITIZENSHIP.
BHCI is an Ontario, Canada limited partnership
HBCI is an Ontario, Canada corporation
Mr. Brachfeld is a citizen of the United States
ELP is an Ontario, Canada limited partnership
ECMI is an Ontario, Canada corporation
Mr. Hechter is a citizen of Canada
Mrs. Brachfeld is a citizen of Canada
ITEM 2(d). TITLE OF CLASS OF SECURITIES.
Common Stock, $.001 par value per share
ITEM 2(e). CUSIP NUMBER.
25283810-7
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR
13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
Not applicable. This statement is filed pursuant to Rule
13d-1(c)
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned by reporting persons as of
February 7, 2000: Each reporting person, except Mrs.
Brachfeld (see subsection (d) below), beneficially owns
123,762 shares (1)(2).
(b) Percent of Class: Each reporting person, except Mrs.
Brachfeld (see subsection (d) below), holds 4.1% (based on
3,023,890 shares of common stock of the Issuer outstanding,
determined from the Issuer's Form 10-QSB for the quarterly
period ended December 31, 1999 (2).
(c) Number of shares as to which such persons have:
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(i) Sole power to direct the vote: None of the reporting
persons has the sole power to direct the vote.
(ii) Shared power to vote or to direct the vote: Each
reporting person, except Mrs. Brachfeld (see subsection
(d) below), has the shared power to vote or direct the
vote of 123,762 shares (1)(2).
(iii) Sole power to dispose or direct the disposition of the
Common Stock: None of the reporting persons has the
sole power to dispose or direct the disposition of the
securities of the Issuer.
(iv) Shared power to dispose or direct the disposition of:
Each reporting person, except Mrs. Brachfeld (see
subsection (d) below), has the shared power to dispose
or direct the disposition of 123,762 shares (1)(2).
(d) Mrs. Brachfeld is the sole stockholder of HBCI and the wife
of Mr. Brachfeld. By reason of such status, Mrs. Brachfeld
maybe deemed to beneficially own the shares of common stock
of the Issuer beneficially owned by HBCI and Mr. Brachfeld.
Mrs. Brachfeld disclaims beneficial ownership of all such
shares pursuant to Rule 13d-4 promulgated under the
Securities Exchange Act of 1934, as amended.
Notes: (1) Includes (i) 11,881 shares which are issuable upon the
exercise of immediately exercisable warrants held by BHCI, (ii) 50,000
shares which are issuable upon conversion of 500 shares of Series A
Convertible Preferred Stock owned by BHCI, (iii) 11,881 shares which
are issuable upon the exercise of immediately exercisable warrants
held by ELP, and (vi) 50,000 shares which are issuable upon conversion
of 500 shares of issuer's Series A Convertible Preferred Stock owned
by ELP.
(2) Number of Shares of Common Stock issuable upon conversion of
the Series A Convertible Preferred Stock based upon a conversion price
of $10.00 per share. Pursuant to the Certificate of Designations,
Preferences and Rights of Series A Convertible Preferred Stock (the
"Certificate of Designations") of the Issuer, the owners of the shares
of Series A Convertible Preferred Stock may convert such shares at the
lowest of (i) $10.00 per share, (ii) the average of the closing bid
prices of the Issuer's Common Stock for the five trading days
preceding the date the Series A Convertible Preferred Stock was issued
(the "Market Price at Closing"), or (iii) the average of the closing
bid prices of the Issuer's Common Stock for the two lowest days in the
fifteen trading days preceding conversion (the "Current Market
Price"). Since the closing bid price of the Issuer's Common Stock and
the Market Price at Closing as of the date of this report is over
$10.00, the applicable conversion price is $10.00. If the Current
Market Price of the Issuer's Common Stock were less than $7.84 per
share, the owners of the Series A Convertible Preferred Stock would be
deemed to beneficially own 5% or more of the Issuer's Common Stock.
The Certificate of Designations prohibits an owner of Series A
Convertible Preferred Stock from converting its Series A Convertible
Preferred Stock if after giving effect to such conversion, such owner
would be deemed to beneficially own more than 9.99% of the Issuer's
outstanding Common Stock.
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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.
Not applicable.
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 which
could have that purpose or effect.
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EXHIBITS: A. Joint Filing Agreement, dated February 18, 2000, among
BHCI, HBCI, Mr. Brachfeld, ELP, ECMI, Mr. Hechter and Mrs.
Brachfeld.
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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.
February 18, 2000
/s/ BH Capital Investments, L.P.
By: H.B. and Co., Inc.
By: Henry Brachfeld
---------------
President
February 18, 2000
/s/ H.B. and Co., Inc.
By: Henry Brachfeld
---------------
President
February 18, 2000
/s/ Henry Brachfeld
---------------
Henry Brachfeld
February 18, 2000
/s/ Excalibur Limited Partnership
By: Excalibur Capital Management, Inc.
General Partner
By: William S. Hechter
------------------
William Hechter
Director
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February 18, 2000
/s/ Excalibur Capital Management, Inc.
By: William S. Hechter
------------------
William S. Hechter
Director
February 18, 2000
/s/ William S. Hechter
------------------
William S. Hechter
February 18, 2000
(Date)
/s/ Lilian Brachfeld
--------------------
Lilian Brachfeld
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EXHIBIT A
This will confirm the agreement by and among the undersigned that the
Schedule 13G filed with the securities and Exchange Commission on or about the
date hereof with respect to the beneficial ownership of the undersigned of
shares of common stock of DiaSys Corporation, a Delaware corporation, is being
filed, and all amendments thereto will be filed, on behalf of each of the
persons and entities named below in accordance with Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
Dated: February 18, 2000
/s/ BH Capital Investments, L.P.
By: H.B. and Co., Inc.
By: Henry Brachfeld
---------------
President
(Signature)
/s/ H.B. and Co., Inc.
By: Henry Brachfeld
---------------
President
(Signature)
/s/ Henry Brachfeld
-------------------
Henry Brachfeld
(Signature)
/s/ Excalibur Limited Partnership
By: Excalibur Capital Management, Inc.
General Partner
By: William S. Hechter
------------------
William Hechter
Director
(Signature)
/s/ Excalibur Capital Management, Inc.
By: William S. Hechter
------------------
William S. Hechter
Director
(Signature)
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Page 17 of 17
/s/ William S. Hechter
----------------------
William S. Hechter
/s/ Lilian Brachfeld
--------------------
Lilian Brachfeld
