UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)
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 29, 2017
(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 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 11
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
9,191,156 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 9,191,156 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
9,191,156
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
42.80% (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 8,975,156 Ordinary
Shares plus 216,000 Preferred shares (exercisable 1:1 to purchase Ordinary
Shares) owned by Columbia Pacific Opportunity Fund, L.P. to which this Schedule
13D relates.
(3) Based on 21,475,176 shares outstanding: 19,086,159 Ordinary Shares and
540,000 Preferred shares as of February 27, 2017 as reported in the Company's
Proxy Statement filed on March 10, 2017; plus the Reporting Persons private
purchase of 757,575 Ordinary Shares and exercise of 1,091,442 warrants into
Ordinary Shares.
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Cusip No. M70378100 Schedule 13-D Page 3 of 11
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
9,227,689 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 9,227,689 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
9,227,689
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
42.97% (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 9,011,689 Ordinary
Shares plus 216,000 Preferred shares (exercisable 1:1 to purchase Ordinary
Shares) to which this Schedule 13D relates.
(3) Based on 21,475,176 shares outstanding: 19,086,159 Ordinary Shares and
540,000 Preferred shares as of February 27, 2017 as reported in the Company's
Proxy Statement filed on March 10, 2017; plus the Reporting Persons private
purchase of 757,575 Ordinary Shares and exercise of 1,091,442 warrants into
Ordinary Shares.
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Cusip No. M70378100 Schedule 13-D Page 4 of 11
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
9,227,689 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 9,227,689 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
9,227,689
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
42.97% (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 9,011,689 Ordinary
Shares plus 216,000 Preferred shares (exercisable 1:1 to purchase Ordinary
Shares) to which this Schedule 13D relates.
(3) Based on 21,475,176 shares outstanding: 19,086,159 Ordinary Shares and
540,000 Preferred shares as of February 27, 2017 as reported in the Company's
Proxy Statement filed on March 10, 2017; plus the Reporting Persons private
purchase of 757,575 Ordinary Shares and exercise of 1,091,442 warrants into
Ordinary Shares.
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Cusip No. M70378100 Schedule 13-D Page 5 of 11
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
9,227,689 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 9,227,689 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
9,227,689
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
42.97% (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 9,011,689 Ordinary
Shares plus 216,000 Preferred shares (exercisable 1:1 to purchase Ordinary
Shares) to which this Schedule 13D relates.
(3) Based on 21,475,176 shares outstanding: 19,086,159 Ordinary Shares and
540,000 Preferred shares as of February 27, 2017 as reported in the Company's
Proxy Statement filed on March 10, 2017; plus the Reporting Persons private
purchase of 757,575 Ordinary Shares and exercise of 1,091,442 warrants into
Ordinary Shares.
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Cusip No. M70378100 Schedule 13-D Page 6 of 11
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
9,227,689 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 9,227,689 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
9,227,689
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
42.97% (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 9,011,689 Ordinary
Shares plus 216,000 Preferred shares (exercisable 1:1 to purchase Ordinary
Shares) to which this Schedule 13D relates.
(3) Based on 21,475,176 shares outstanding: 19,086,159 Ordinary Shares and
540,000 Preferred shares as of February 27, 2017 as reported in the Company's
Proxy Statement filed on March 10, 2017; plus the Reporting Persons private
purchase of 757,575 Ordinary Shares and exercise of 1,091,442 warrants into
Ordinary Shares.
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Cusip No. M70378100 Schedule 13-D Page 7 of 11
1. Names of Reporting Persons
Columbia Pacific Partners Fund (Delaware), 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
Delaware
7. Sole Voting Power
36,533 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 36,533 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
36,533
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
0.17% (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. In previous filings, name was Columbia Pacific Partners Fund, Ltd.
(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 36,533 Ordinary Shares
owned by Columbia Pacific Partners Fund (Delaware), L.P.
(3) Based on 21,475,176 shares outstanding: 19,086,159 Ordinary Shares and
540,000 Preferred shares as of February 27, 2017 as reported in the Company's
Proxy Statement filed on March 10, 2017; plus the Reporting Persons private
purchase of 757,575 Ordinary Shares and exercise of 1,091,442 warrants into
Ordinary Shares.
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Cusip No. M70378100 Schedule 13-D Page 8 of 11
EXPLANATORY NOTE
This Amendment No. 15 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 (Delaware),
L.P., a Delaware limited partnership (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, December 17, 2014, April 3, 2015,
September 21, 2015, January 11, 2016, November 4, 2016 and January 3, 2017 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 4. Purpose of the Transaction
The response set forth in Item 4 is hereby amended and supplemented as follows:
On February 14, 2017, the Reporting Persons entered into two Share
Purchase Agreements with the Company, both were approved by the Company's
shareholders on March 29, 2017. In the first Share Purchase Agreement ("First
Agreement"), the Reporting Persons on April 3, 2017 purchased 757,575 restricted
Shares of the Company, par value NIS 0.04 per share, at a purchase price of
$0.66 per share amounting to an aggregate purchase price of $500,000. This
Share Purchase Agreement is included as Exhibit 10.2 to the Company's Form 8-K
filed with the SEC on February 21, 2017 and incorporated herein by reference.
See Item 6 for information on the second Share Purchase Agreement ("Second
Agreement").
On February 15, 2017, the Company entered into a letter agreement with
the Reporting Persons and certain other shareholders agreeing to issue warrants
to the Reporting Persons exercisable for 735,294 restricted Shares in exchange
for the Reporting Persons and certain other shareholders providing a guaranty
with respect to a credit agreement; The Seventh Amendment to the existing loan
and security agreement ("Credit Agreement") between Modern Systems Corporation,
a wholly owned subsidiary of the Company, MS Modernization Services, Inc., a
majority owned subsidiary of the Company, and Comerica Bank. The Credit
Agreement was subject to and contingent on obtaining the approval of the Audit
Committee, Board of Directors and disinterested shareholders of the Company. The
warrants have an exercise price of $0.01 per share and have a three year term
and were fully vested on March 29, 2017 (the date the Company's shareholders
approved the agreement). The Seventh Amendment is included as Exhibit 10.1 to
the Company's Form 8-K filed with the SEC on February 21, 2017 and is
incorporated herein by reference.
On April 4, 2017, the Reporting Persons exercised all 1,091,442 of their
warrants (256,148 from 12/29/15, 100,000 from 12/31/15 and 735,294 from
03/29/17) purchasing 1,091,442 restricted Shares at $0.01 per share.
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Cusip No. M70378100 Schedule 13-D Page 9 of 11
Item 5. Interest in Securities of the Company
The responses set forth in Items 5(a) & (c) are hereby amended and
supplemented as follows:
(a) The aggregate percentage of Shares reported to be owned by the
Reporting Persons is based upon the sum of:
(i) 19,626,159 shares outstanding (19,086,159 Ordinary shares and 540,000
Preferred shares), which is the total number of shares outstanding as of
February 27, 2017 as reported in the Company's most recent DEF 14A Proxy
Statement filed with the SEC on March 10, 2017; plus
(ii) 757,575, the number of restricted Shares purchased from the Company on
April 3, 2017 from the DEF 14A Proxy Statement Proposal #6 approved on March
29, 2017; plus
(iii) 1,091,442, the number of restricted Shares purchased at $0.01 per share
on the exercise of warrants by the Reporting Persons on April 4, 2017.
(c) Other than the acquistions described in Item 4 hereof and the
receipt by the Reporting Persons of 16,000 Preferred shares convertible into
16,000 Shares as a dividend for 2016 on the Preferred shares held by the
Reporting Persons; 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.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
As part of the Seventh Amendment to the Credit Agreement, the Company
agreed to issue warrants to the Reporting Persons to purchase 735,294
restricted Shares in exchange for the extending a guaranty of the Credit
Agreement for 2016 and 2017. The issuance of the warrants was contingent upon
approval of the Company's shareholders and other customary closing conditions.
The shareholders approved this and the warrants were issued on March 29, 2017.
In regards to the Second Agreement from February 14, 2017, the
Reporting Persons will purchase 757,575 restricted Shares of the Company, par
value NIS 0.04 per share, at a price equal to $0.66 per share amounting to an
aggregate purchase price of $500,000. In the event that the volume weighted
average price ("VWAP") of the Shares for the thirty days prior to July 1, 2017,
as reported by Bloomberg Financial L.P. is lower than the $0.66, then the price
per share shall be equal to the higher of (i) the VWAP and (ii) $0.50, and the
number of Shares shall be adjusted to equal $500,000 divided by the adjusted
price per share. The closing of the Second Agreement is to take place on
July 1, 2017, subject to other customary closing conditions. This Second
Agreement is included as Exhibit 10.3 to the Company's Form 8-K filed with the
SEC on February 21, 2017 and incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
Exhibit 99.1 Share Purchase Agreement #1 and #2 with the Company dated
February 14, 2017, incorporated herein by reference to Exhibit 10.1 and 10.2 of
the Company's Form 8-K filed with the SEC on February 21, 2017.
Exhibit 99.2 Seventh Amdendment to Loan and Security Agreement with the Company
dated February 15, 2017, incorporated herein by reference to Exhibit 10.1 of
the Company's Form 8-K filed with the SEC on February 21, 2017.
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Cusip No. M70378100 Schedule 13-D Page 10 of 11
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 7, 2017 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 (Delaware), L.P.
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 11 of 11
Schedule A
OPEN MARKET TRANSACTIONS IN THE SHARES BY THE FUNDS IN THE PAST 60 DAYS
Date Fund Transaction Shares Price
03/16/2017 Opportunity Fund BUY 200 0.65
03/17/2017 Opportunity Fund BUY 55,362 0.7302
03/20/2017 Opportunity Fund BUY 14,702 0.8104
03/21/2017 Opportunity Fund BUY 16,600 0.8001
03/23/2017 Opportunity Fund BUY 100 0.80
03/24/2017 Opportunity Fund BUY 5,000 0.83
03/31/2017 Opportunity Fund BUY 10,000 0.85
04/06/2017 Opportunity Fund BUY 18,600 0.80