UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
Modsys International. Ltd.
(formerly BluePhoenix Solutions, Ltd.)
(Name of Issuer)
Ordinary Shares, par value NIS 0.04 per share
(Title of Class of Securities)
M70378100
(CUSIP Number)
Alexander B. Washburn
c/o Columbia Pacific Advisors, LLC
1910 Fairview Avenue East, Suite 200
Seattle, Washington 98102-3620
(206) 728-9063
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 31, 2015
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [X]
* 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. M70378100 Schedule 13-D Page 2 of 10
1. Names of Reporting Persons
Columbia Pacific Opportunity Fund, L.P. (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Washington
7. Sole Voting Power
4,872,386 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 4,872,386 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,872,386
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
27.28% (3)
14. Type of Reporting Person
PN
(1) The filing of this joint Schedule 13D shall not be construed as an
admission that any of the reporting persons are, for purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities covered by the
statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the
vote of, and to dispose or direct the disposition of, the 4,872,386 Ordinary
Shares owned by Columbia Pacific Opportunity Fund, L.P.
(3) Based on 17,864,560 Ordinary Shares outstanding as of March 20, 2015 as
reported on the Company's Form 10-K for the period ended December 31, 2014,
filed on March 31, 2015.
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Cusip No. M70378100 Schedule 13-D Page 3 of 10
1. Names of Reporting Persons
Columbia Pacific Advisors, LLC (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Washington
7. Sole Voting Power
4,910,326 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 4,910,326 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,910,326
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
27.49% (3)
14. Type of Reporting Person
IA
(1) The filing of this joint Schedule 13D shall not be construed as an
admission that any of the reporting persons are, for purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities covered by the
statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the
vote of, and to dispose or direct the disposition of, the 4,910,326 Ordinary
Shares to which this Schedule 13D relates.
(3) Based on 17,864,560 Ordinary Shares outstanding as of March 20, 2015 as
reported on the Company's Form 10-K for the period ended December 31, 2014,
filed on March 31, 2015.
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Cusip No. M70378100 Schedule 13-D Page 4 of 10
1. Names of Reporting Persons
Alexander B. Washburn (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check 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
7. Sole Voting Power
4,910,326 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 4,910,326 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,910,326
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
27.49% (3)
14. Type of Reporting Person
IN
(1) The filing of this joint Schedule 13D shall not be construed as an
admission that any of the reporting persons are, for purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities covered by the
statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the
vote of, and to dispose or direct the disposition of, the 4,910,326 Ordinary
Shares to which this Schedule 13D relates.
(3) Based on 17,864,560 Ordinary Shares outstanding as of March 20, 2015 as
reported on the Company's Form 10-K for the period ended December 31, 2014,
filed on March 31, 2015.
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Cusip No. M70378100 Schedule 13-D Page 5 of 10
1. Names of Reporting Persons
Daniel R. Baty (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check 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
7. Sole Voting Power
4,910,326 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 4,910,326 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,910,326
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
27.49% (3)
14. Type of Reporting Person
IN
(1) The filing of this joint Schedule 13D shall not be construed as an
admission that any of the reporting persons are, for purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities covered by the
statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the
vote of, and to dispose or direct the disposition of, the 4,910,326 Ordinary
Shares to which this Schedule 13D relates.
(3) Based on 17,864,560 Ordinary Shares outstanding as of March 20, 2015 as
reported on the Company's Form 10-K for the period ended December 31, 2014,
filed on March 31, 2015.
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Cusip No. M70378100 Schedule 13-D Page 6 of 10
1. Names of Reporting Persons
Stanley L. Baty (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check 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
7. Sole Voting Power
4,910,326 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 4,910,326 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,910,326
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
27.49% (3)
14. Type of Reporting Person
IN
(1) The filing of this joint Schedule 13D shall not be construed as an
admission that any of the reporting persons are, for purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities covered by the
statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the
vote of, and to dispose or direct the disposition of, the 4,910,326 Ordinary
Shares to which this Schedule 13D relates.
(3) Based on 17,864,560 Ordinary Shares outstanding as of March 20, 2015 as
reported on the Company's Form 10-K for the period ended December 31, 2014,
filed on March 31, 2015.
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Cusip No. M70378100 Schedule 13-D Page 7 of 10
1. Names of Reporting Persons
Columbia Pacific Partners Fund, Ltd. (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Cayman Islands
7. Sole Voting Power
37,940 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 37,940 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
37,940
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
0.21% (3)
14. Type of Reporting Person
PN
(1) The filing of this joint Schedule 13D shall not be construed as an
admission that any of the reporting persons are, for purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities covered by the
statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the
vote of, and to dispose or direct the disposition of, the 37,940 Ordinary Shares
owned by Columbia Pacific Partners Fund, Ltd.
(3) Based on 17,864,560 Ordinary Shares outstanding as of March 20, 2015 as
reported on the Company's Form 10-K for the period ended December 31, 2014,
filed on March 31, 2015.
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Cusip No. M70378100 Schedule 13-D Page 8 of 10
EXPLANATORY NOTE
This Amendment No. 10 amends and supplements the Schedule 13D filed
under the previous company name of BluePhoenix Solutions, Ltd. which was filed
jointly by Columbia Pacific Opportunity Fund, L.P., a Washington limited
partnership (the "Opportunity Fund"); Columbia Pacific Partners Fund, Ltd., a
Cayman Islands limited corporation (the "Partners Fund" and, together with the
Opportunity Fund, the "Funds"); Columbia Pacific Advisors LLC, a Washington
limited liability company (the "Adviser"); Alexander B. Washburn, a U.S.
citizen; Daniel R. Baty, a U.S. citizen and Stanley L. Baty, a U.S. citizen
(each a "Reporting Person" and collectively the "Reporting Persons") with the
Securities and Exchange Commission on May 7, 2012; as amended on June 20, 2012,
July 9, 2012, September 13, 2012, October 29, 2012, November 20, 2012, December
21, 2012, April 15, 2013 (April 15 is the first filing the Partners Fund became
part of the Reporting Persons), June 26, 2013 and December 17, 2014 with respect
to the Ordinary Shares, par value NIS 0.04 per share (the "Shares"), of Modsys
International, Ltd., an Israel corporation (the "Company").
Neither the present filing nor anything contained herein shall be
construed as an admission that the Reporting Persons constitute a "group" for
any purpose and the Reporting Persons expressly disclaim membership in a group.
Item 1. Security and Issuer
The response set forth in Item 1 is hereby amended and supplemented to
read as follows:
(a) Name of Issuer:
Modsys International, Ltd.
(b) Address of Issuer's Principal Executive Offices:
Two Union Square, Sutie 4616, Seattle, Washington 98101
Item 5. Interest in Securities of the Company
The response set forth in Item 5(a) is hereby replaced in its entirety
by the following:
(a) The Reporting Persons may be deemed to beneficially own an
aggregate of 4,910,326 Shares, which constitutes 27.49% of the 17,864,560 Shares
outstanding as of March 20, 2015, as reported on the Company's Form 10-K for
the period endend December 31, 2014, filed on March 31, 2015.
The response set forth in Item 5(c) is hereby amended and supplemented
as follows:
(c) The trading dates, number of shares purchased and price per share
for all transactions in the Shares during the past 60 days by the Reporting
Persons on behalf of the Opportunity Fund were all effected in unsolicited
broker transactions in the open-market as set forth in Schedule A.
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Cusip No. M70378100 Schedule 13-D Page 9 of 10
SIGNATURES
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.
Dated: April 2, 2015 COLUMBIA PACIFIC OPPORTUNITY FUND, L.P.
By: Columbia Pacific Advisors, LLC
General Partner
/s/ Alexander B. Washburn
Name: Alexander B. Washburn
Title: Managing Member
COLUMBIA PACIFIC ADVISORS, LLC
By: /s/ Alexander B. Washburn
Name: Alexander B. Washburn
Title: Managing Member
/s/ Alexander B. Washburn
ALEXANDER B. WASHBURN
/s/ Daniel R. Baty
DANIEL R. BATY
/s/ Stanley L. Baty
STANLEY L. BATY
COLUMBIA PACIFIC PARTNERS FUND, Ltd.
By: Columbia Pacific Advisors, LLC
Investment Manager
/s/ Alexander B. Washburn
Name: Alexander B. Washburn
Title: Managing Member
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Cusip No. M70378100 Schedule 13-D Page 10 of 10
Schedule A
OPEN MARKET TRANSACTIONS IN THE SHARES BY THE FUNDS IN THE PAST 60 DAYS
Date Fund Transaction Shares Price
2/04/2015 Opportunity Fund BUY 300 3.10
2/06/2015 Opportunity Fund BUY 400 2.99
2/09/2015 Opportunity Fund BUY 700 2.99
2/10/2015 Opportunity Fund BUY 212 2.95
2/12/2015 Opportunity Fund BUY 100 2.95
2/17/2015 Opportunity Fund BUY 200 2.95
2/18/2015 Opportunity Fund BUY 1,833 2.9155
2/19/2015 Opportunity Fund BUY 1,100 2.8209
2/20/2015 Opportunity Fund BUY 1,500 2.65
2/23/2015 Opportunity Fund BUY 4,350 2.6448
2/24/2015 Opportunity Fund BUY 2,400 2.7363
2/25/2015 Opportunity Fund BUY 300 2.70
3/02/2015 Opportunity Fund BUY 5,814 2.7195
3/06/2015 Opportunity Fund BUY 700 2.30
3/10/2015 Opportunity Fund BUY 10,700 2.2186
3/17/2015 Opportunity Fund BUY 1,300 2.25
3/18/2015 Opportunity Fund BUY 1,500 2.2333
3/19/2015 Opportunity Fund BUY 6,750 2.1999
3/20/2015 Opportunity Fund BUY 1,200 2.1917
3/23/2015 Opportunity Fund BUY 500 2.10
3/24/2015 Opportunity Fund BUY 2,400 2.26
3/25/2015 Opportunity Fund BUY 63,900 2.4078
3/26/2015 Opportunity Fund BUY 4,898 2.6667
3/27/2015 Opportunity Fund BUY 2,515 2.8147
3/30/2015 Opportunity Fund BUY 5,214 2.8789
3/31/2015 Opportunity Fund BUY 200 2.85