UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
WORKSTREAM INC
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
981402100
(CUSIP number)
Thomas B. Akin
Talkot Capital, LLC
2400 Bridgeway, Suite 300
Sausalito, CA 94965
415-332-3760
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 13, 2010
(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(e), 13d-1(f) or 13d-1(g), check
the following box / /. Note: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits.
See Rule 13d-7(b) 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). Potential persons who are to respond to the collection of
information contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
1 NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSON
Thomas B. Akin IRA
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- -----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 39,588,717
BENEFICIALLY --------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 102,386,649
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 39,588,717
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
102,386,649
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,588,717
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
1 NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSON
Talkot Fund, L.P.
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- -----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING ---------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
62,797,932
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of the Common Stock of Workstream Inc. (the
"Issuer"). The address of the principal executive offices of the Issuer is
485 N. Keller Rd, Ste 500, Maitland, FL 32751, United States.
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this statement and the persons enumerated in Instruction
C of Schedule 13D and, where applicable, their respective places of
organization, general partners, directors, executive officers and controlling
persons, and the information regarding them, are as follows:
The names of the persons filing this statement are Thomas B. Akin IRA, and
the Talkot Fund, L.P. ("the Fund").
(a) The names of the persons filing this statement are Thomas B. Akin
IRA, Talkot Fund, L.P. ("the Fund"), (collectively, the
"Reporting Persons" or the "Filers"). The Talkot Fund, L.P. was
formerly known as the Talkot Crossover Fund, L.P.
(b) The address of the filers is 2400 Bridgeway, Suite 300, Sausalito,
CA 94965.
(c) Thomas Akin is the Managing General Partner of the Talkot
Fund, L.P. which is located at 2400 Bridgeway, Suite 300,
Sausalito, CA 94965.
(d) During the last five years, none of the Filers has been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of the Filers was a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) All of the Filers who are natural persons are citizens of the United
States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Persons originally made an investment in the Issuer in August
2007. This investment was subsequently exchanged for alternate securities
on several occasions. The Reporting Persons acquired the bulk of the Shares
reported in this filing as a result of the most recent exchange transaction.
The following summarizes the exchange and related transactions entered into
by the Reporting Persons and the Issuer.
Original Investment:
Thomas B. Akin IRA originally invested $1 million in the Issuer on August
3, 2007 to acquire (i) 800,000 Special Warrants convertible into 800,000
Shares of the Issuer at a conversion rate of $1.25 per share and (ii)
additional Warrants to purchase 200,000 Shares at an exercise price of
$1.40 per share, as further described in the Issuer's Form 8-K filed on
August 9, 2007.
Talkot Fund, L.P. originally invested $2 million in the Issuer on August
3, 2007 to acquire (i) 1.6 million Special Warrants convertible into
1,600,000 Shares of the Issuer at a conversion rate of $1.25 per share and
(ii) additional Warrants to purchase 400,000 Shares at an exercise price of
$1.40 per share, further described in the Issuer's Form 8-K filed on
August 9, 2007.
First Exchange:
On August 29, 2008, Thomas B. Akin IRA entered into an Exchange
Agreement with respect to the Special Warrants pursuant to which, among
other things, Thomas B. Akin IRA exchanged the Special Warrants for a
Senior Secured Note in the original principal amount equal to the
original purchase price of the Special Warrant (i.e. $1,000,000). In
addition, Thomas B. Akin IRA exchanged the additional Warrants held
by him for a new Warrant exercisable for the same number of Shares at
an exercise price of $.25 per share. These transactions are further
described in the Issuer's Form 8-K filed on September 5, 2008.
On August 29, 2008, Talkot Fund, L.P. entered into an Exchange
Agreement with respect to the Special Warrants pursuant to which, among
other things, Talkot Fund, L.P. exchanged the Special Warrants for a
Senior Secured Note in the original principal amount equal to the
original purchase price of the Special Warrant (i.e. $2,000,000). In
addition, Talkot Fund, L.P. exchanged the additional Warrants held
by them for a new Warrant exercisable for the same number of Shares at
an exercise price of $.25 per share. These transactions are further
described in the Issuer's Form 8-K filed on September 5, 2008.
Second Exchange:
On December 11, 2009, the Reporting Persons entered into a second
Exchange Agreement with the issuer with respect to the Senior Secured
Note pursuant to which, among other things, that Senior Secured Note was
exchanged for (i) a replacement Senior Secured Non-Convertible Note,
(ii) a Senior Secured Convertible Note that was convertible into the
Issuer's Shares at a conversion price of $.25, and (iii) a Senior
Secured Convertible Note that was convertible into the Issuer's Shares
at a conversion price of $.10. The aggregate principal amount of all of
the Notes issued pursuant to the second Exchange Agreement was equal to
the amount of principal and accrued interest outstanding under the
Senior Secured Note that was exchanged. These transactions are further
described in the Issuer's Form 8-K filed on December 16, 2009.
Third Exchange:
On August 13, 2010, Thomas B. Akin IRA entered into an Exchange and
Share Purchase Agreement with the Issuer pursuant to which, among other
things, Thomas B. Akin IRA exchanged his existing Senior Secured
Non-Convertible Notes and Senior Secured Convertible Notes for a total
of 37,059,634 Shares (the "Exchange Shares"). In addition,
Thomas B. Akin IRA also purchased from the Issuer 2,529,083 Shares (the
"Purchased Share") for total cash consideration of $50,000, using
personal funds. This transaction is further described in the Issuer's
Form 8-K filed on August 19, 2010.
On August 13, 2010, Talkot Fund, L.P. entered into an Exchange and
Share Purchase Agreement with the Issuer pursuant to which, among other
things, Talkot Fund, L.P. exchanged their existing Senior Secured
Non-Convertible Notes and Senior Secured Convertible Notes for a total
of 56,497,757 Shares (the "Exchange Shares"). In addition,
Talkot Fund, L.P. also purchased from the Issuer 3,793,624 Shares (the
"Purchased Share") for total cash consideration of $75,000, using
working capital from Talkot Fund, L.P. This transaction is further
described in the Issuer's Form 8-K filed on August 19, 2010.
ITEM 4. PURPOSE OF TRANSACTION.
All Shares were acquired for investment purposes as a result of an
exchange transaction between the Issuer and certain of its debt holders,
including the Reporting Persons as described in the Issuers Form 8-K
filed on August 19, 2010.
Each of the Reporting Persons reserves the right to acquire additional
securities of the Company in the open market, in privately negotiated
transactions, or otherwise, to dispose of all or a portion of its
holdings in the Company's securities, or to change their intention with
respect to any or all of the matters referred to in this Item 4.
Other than as described above in this Item 4, the Reporting Persons do
not have any plans or proposals as of the date of this filing that
relate to, or would result in, any actions or events specified in
clauses (a) through (j) of Item 4 to Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Aggregate number and percentage of securities beneficially owned:
Thomas B. Akin IRA, and Talkot Fund, L.P. ("The Fund") have beneficial
owner of 102,386,649 shares of Common Stock (12.6%).
By virtue of the relationship between Mr. Akin and the Fund described
in Item 2, Mr. Akin may be deemed to possess indirect beneficial ownership
of the shares of Common Stock beneficially owned by the Fund.
(b) The beneficial ownership of the Stock of the persons named in Item 2
of this statement is as follows at the date hereof:
Aggregate
Beneficially
Owned Voting Power Dispositive Power
Name Number Percent Sole Shared Sole Shared
Thomas Akin 39,588,717 4.9% 39,588,717 102,386,649 39,588,717 102,386,649
The Fund 62,797,932 7.7% -0- -0- -0- -0-
(c) Transactions effected during the past 60 days or since the most recent
filing on Schedule 13D, whichever is less:
Thomas B. Akin IRA:
August 13, 2010: Exchange of $1,213,337 (face value) of notes payable
from Issuer into 37,059,634 shares of common stock of Issuer.
August 13, 2010: Purchase of 2,529,083 shares of common stock of
Issuer
Talkot Fund, L.P.:
August 13, 2010: Exchange of $1,849,743 (face value) of notes payable
from Issuer into 56,497,757 shares of common stock of Issuer.
August 13, 2010: Purchase of 3,793,624 shares of common stock of Issuer
ITEM. 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
The Reporting Persons hold an aggregate of 1,500,000 Warrants exercisable for
the same number of Shares at an exercise price of $.10 per share. The
Warrants expire on July 31, 2012 and are subject to restrictions on their
exercise so long as the Reporting Persons beneficially own more than 9.99%
of the Issuer's Shares. The reporting persons can waive such restriction
only upon approval of a majority of the Issuer's Shareholders. A copy of
the form of Warrant is filed with the Issuer's Form 8-K filed on September
5, 2008.
Thomas Akin is the Managing General Partner of Talkot Fund, L.P. As such, he
has the power to vote the Stock held by such persons and to direct the receipt
of dividends from, or the proceeds from the sale of, the Stock held by such
persons.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The Reporting Persons hereby incorporate by reference the Issuer's reports
filed on Form 8-K dated August 9, 2007, September 5, 2008, December 16, 2009,
and August 19, 2010.
SIGNATURES
After reasonable inquiry and to the best of my knowledge, I certify that the
information set forth in this statement is true, complete and correct.
DATED: August 24, 2010
/s/ Thomas Bruce Akin
Thomas B. Akin IRA
TALKOT FUND, L.P.
By: /s/ Thomas Bruce Akin
Thomas Bruce Akin, Managing General Partner