UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
Information to be included in statements filed pursuant
to Rules 13d-1(b), (c) and (d) and amendments thereto filed
pursuant to 13d-2(b)
(AMENDMENT NO. )*
Systems Evolution Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
872012109
(CUSIP Number)
September 8, 2004
(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)
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Basso Private Opportunity Holding Fund Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,750,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,750,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,750,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.2%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Basso Holdings Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,750,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,750,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,750,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.2%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Basso Capital Management, 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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
3,500,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
3,500,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,500,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Basso Multi-Strategy Holding Fund Ltd.
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,750,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,750,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,750,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.2%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Basso Asset Management, 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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,750,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,750,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,750,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.2%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Basso GP, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
5,250,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
5,250,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,250,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Howard I. Fischer
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
5,250,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
5,250,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,250,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Philip Platek
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
5,250,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
5,250,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,250,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John Lepore
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
5,250,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
5,250,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,250,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dwight Nelson
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
5,250,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
5,250,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,250,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1(a). NAME OF ISSUER:
Systems Evolution Inc. (the "Issuer")
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
10777 Westheimer Road, Suite 810
Houston, Texas 77042
ITEM 2(a). NAME OF PERSON FILING:
The names of the persons filing this statement on Schedule 13G are: Basso
Private Opportunity Holding Fund Ltd. ("Private Opportunity Holding Fund"),
Basso Holdings Ltd. ("Basso Holdings"), Basso Capital Management, L.P. ("BCM"),
Basso Multi-Strategy Holding Fund Ltd. ("Multi-Strategy Holding Fund"), Basso
Asset Management, L.P. ("BAM"), Basso GP, LLC ("Basso GP"), Howard Fischer,
Philip Platek, John Lepore and Dwight Nelson. BCM is the investment manager of
Private Opportunity Holding Fund and Basso Holdings. BAM is the investment
manager of Multi-Strategy Holding Fund. Basso GP is the general partner of each
of BCM and BAM. The controlling persons of Basso GP are Howard Fischer, Philip
Platek, John Lepore and Dwight Nelson (each a "Controlling Person and
collectively, the "Controlling Persons").
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The principal business address for each of BAM, BCM, Basso GP and each
Controlling Person is 1266 East Main Street, 4th Floor, Stamford, Connecticut
06902.
The principal business address of Multi-Strategy Holding Fund is c/o M&C
Corporate Services Limited, PO Box 309GT, Ugland House, South Church Street,
George Town, Grand Cayman, Cayman Islands, British West Indies.
The principal business address of each of Private Opportunity Holding Fund
and Basso Holdings is c/o BNY Alternative Investment Services Ltd., Skandia
House, 18 Church Street, Hamilton HM11, Bermuda.
ITEM 2(c). CITIZENSHIP:
Each of BCM and BAM is a limited partnership formed under the laws of the
State of Delaware.
Basso GP is a limited liability company formed under the laws of the State
of Delaware.
Each of Private Opportunity Holding Fund and Basso Holdings is a company
formed under the laws of Bermuda.
Multi-Strategy Holding Fund is a company formed under the laws of the
Cayman Islands.
Each Controlling Person is a citizen of the United States.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, no par value per share (the "Common Stock")
ITEM 2(e). CUSIP NUMBER:
872012109
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR
13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company defined in Section 3(a)(19) of the Exchange Act.
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act.
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box [x]
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:
Private Opportunity Holding Fund beneficially owns 1,750,000 shares of
Common Stock through its ownership of (i) the Issuer's 8% Convertible
Debentures due August 31, 2007 (the "Debentures"), which are
convertible into 1,000,000 shares of Common Stock, and (ii) warrants
exercisable for 750,000 shares of Common Stock.
Basso Holdings beneficially owns 1,750,000 shares of Common Stock
through its ownership of (i) Debentures convertible into 1,000,000
shares of Common Stock, and (ii) warrants exercisable for 750,000
shares of Common Stock.
BCM, as the investment manager of Private Opportunity Holding Fund and
Basso Holdings, is deemed to beneficially own the 3,500,000 shares of
Common Stock beneficially owned by them.
Multi-Strategy Holding Fund beneficially owns 1,750,000 shares of
Common Stock through its ownership of (i) Debentures which are
convertible into 1,000,000 shares of Common Stock, and (ii) warrants
exercisable for 750,000 shares of Common Stock.
BAM, as the investment manager of Multi-Strategy Holding Fund, is
deemed to beneficially own the 1,750,000 shares of Common Stock
beneficially owned by Multi-Strategy Holding Fund.
Basso GP, as the general partner of each of BAM and BCM, is deemed to
beneficially own the 5,250,000 shares beneficially owned by BAM and
BCM.
Each Controlling Person, in his capacity as a controlling person of
Basso GP, is deemed to beneficially own the 5,250,000 shares of Common
Stock beneficially owned by Basso GP.
Collectively, the Reporting Persons beneficially own 5,250,000 shares
of Common Stock.
(b) Percent of Class:
Private Opportunity Holding Fund's beneficial ownership of 1,750,000
shares of Common Stock represents 2.2% of all the outstanding shares
of Common Stock.
Basso Holdings' beneficial ownership of 1,750,000 shares of Common
Stock represents 2.2% of all the outstanding shares of Common Stock.
BCM's beneficial ownership of 3,500,000 represents 4.2% of all the
outstanding shares of Common Stock.
Multi-Strategy Holding Fund's and BAM's beneficial ownership of
1,750,000 shares of Common Stock represents 2.2% of all the
outstanding shares of Common Stock.
Basso GP's and each Controlling Person's beneficial ownership of
5,250,000 shares of Common Stock represents 6.2% of all the
outstanding shares of Common Stock.
Collectively, the Reporting Persons beneficially own 5,250,000 shares
of Common Stock representing 6.2% of all 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 of shares of Common
Stock:
Private Opportunity Holding Fund, BCM, Basso GP and each
Controlling Person have the shared power to vote or direct
the vote of 1,750,000 shares of Common Stock.
Basso Holdings, BCM, Basso GP and each of the Controlling
Persons have the shared power to vote or direct the vote of
1,750,000 shares of Common Stock.
Multi-Strategy Holding Fund, BAM, Basso GP and each
Controlling Person have the shared power to vote or direct
the vote of 1,750,000 shares of Common Stock.
(iii) Sole power to dispose or to direct the disposition of shares of
Common Stock:
Not applicable.
(iv) Shared power to dispose or to direct the disposition of shares
of Common Stock:
Private Opportunity Holding Fund, BCM, Basso GP and each
Controlling Person have the shared power to dispose or to
direct the disposition of 1,750,000 shares of Common Stock.
Basso Holdings, BCM, Basso GP and each Controlling Person
have the shared power to dispose or direct the disposition
of 1,750,000 shares of Common Stock.
Multi-Strategy Holding Fund, BAM, Basso GP and each
Controlling Person have the shared power to dispose or to
direct the disposition of 1,750,000 shares of Common Stock.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date
hereof the Reporting Persons have ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
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.
See Exhibit B.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
By signing below the undersigned certifies that, to the best of its or his
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.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete, and correct.
Dated: March 16, 2005 BASSO PRIVATE OPPORTUNITY HOLDING FUND LTD.
BASSO MULTI-STRATEGY HOLDING FUND LTD.
BASSO CAPITAL MANAGEMENT, L.P. ("BCM")
BASSO ASSET MANAGEMENT, L.P. ("BAM")
By: Basso GP, LLC
By: /s/ Howard Fischer
-------------------------------------
Howard Fischer, as a member
of Basso GP, LLC, as General
Partner of BCM (the investment
manager of Basso Private
Opportunity Holding Fund Ltd.)and
BAM (the investment manager of
Basso Multi-Strategy Holding Fund
Ltd.)
/s/ Howard Fischer
------------------
Howard Fischer, individually and
on behalf of Basso GP, LLC, as member
/s/ Philip Platek
-----------------
Philip Platek
/s/ John Lepore
---------------
John Lepore
/s/ Dwight Nelson
-----------------
Dwight Nelson
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of Systems Evolution Inc. dated as of March 16,
2005 is, and any further amendments thereto signed by each of the undersigned
shall be, filed on behalf of each of the undersigned pursuant to and in
accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended.
Dated: March 16, 2005 BASSO PRIVATE OPPORTUNITY HOLDING FUND LTD.
BASSO MULTI-STRATEGY HOLDING FUND LTD.
BASSO CAPITAL MANAGEMENT, L.P. ("BCM")
BASSO ASSET MANAGEMENT, L.P. ("BAM")
By: Basso GP, LLC
By: /s/ Howard Fischer
-------------------------------------
Howard Fischer, as a member
of Basso GP, LLC, as General
Partner of BCM (the investment
manager of Basso Private
Opportunity Holding Fund Ltd.)and
BAM (the investment manager of
Basso Multi-Strategy Holding Fund
Ltd.)
/s/ Howard Fischer
------------------
Howard Fischer, individually and
on behalf of Basso GP, LLC, as member
/s/ Philip Platek
-----------------
Philip Platek
/s/ John Lepore
---------------
John Lepore
/s/ Dwight Nelson
-----------------
Dwight Nelson
EXHIBIT B
Basso Private Opportunity Holding Fund Ltd.
Basso Holdings Ltd.
Basso Multi-Strategy Holding Fund Ltd.
Basso Capital Management, L.P.
Basso GP, LLC
Basso Asset Management, L.P.
Howard Fischer
Philip Platek
John Lepore
Dwight Nelson